UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
SIMTEK CORPORATION
--------------------------------------------------------------------------------
(Exact name small business issuer as specified in its charter)
Colorado 84-1057605
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4250 Buckingham Dr. #100; Colorado Springs, CO 80907
--------------------------------------------------------------------------------
(Address of principal executive offices)
(719) 531-9444
--------------------------------------------------------------------------------
(issuer's telephone number)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at May 14, 2003
--------------------------------------------------------------------------------
(Common Stock, $.01 par value) 54,442,273
SIMTEK CORPORATION
INDEX
For Quarter Ended March 31, 2003
PART 1. FINANCIAL INFORMATION
ITEM 1 Page
------ ----
Consolidated Balance Sheets as of March 31, 2003 and
December 31, 2002 3
Consolidated Statements of Operations for the three
months ended March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows for the three
months ended March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements 6-7
ITEM 2
Management's Discussion and Analysis of Results of
Operations and Financial Condition 8-14
ITEM 3
Controls and Procedures 15
PART II. OTHER INFORMATION
ITEM 1 Legal Proceedings 16
ITEM 2 Changes in Securities 16
ITEM 3 Defaults upon Senior Securities 16
ITEM 4 Matters Submitted to a Vote of Securities Holders 16
ITEM 5 Other Information 16
ITEM 6 Exhibits and Reports on Form 8-K 16
SIGNATURES 17
CERTIFICATIONS 18
2
SIMTEK CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31, 2003 December 31, 2002
ASSETS -------------- -----------------
------ (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 3,443,777 $ 3,127,732
Certificate of deposit, restricted...................................... 300,000 300,000
Accounts receivable - trade, net........................................ 2,119,099 2,309,965
Inventory, net ......................................................... 1,752,115 1,608,242
Prepaid expenses and other.............................................. 199,280 239,507
-----------------------------------
Total current assets................................................ 7,814,271 7,585,446
EQUIPMENT AND FURNITURE, net............................................... 917,294 725,888
DEFERRED FINANCING COSTS................................................... 103,728 107,877
OTHER ASSETS............................................................... 81,584 87,839
-----------------------------------
TOTAL ASSETS............................................................... $ 8,916,877 $ 8,507,050
===================================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable........................................................ $ 1,798,931 $ 1,087,947
Accrued expenses........................................................ 356,775 313,460
Accrued wages........................................................... 75,202 26,830
Accrued vacation payable................................................ 201,874 155,633
Deferred Revenue........................................................ 40,000 40,500
Obligations under capital lease......................................... 169,188 132,485
Debentures.............................................................. 3,000,000 -
-----------------------------------
Total current liabilities........................................... 5,641,970 1,756,855
NOTES PAYABLE.............................................................. 10,000 10,000
DEBENTURES................................................................. - 3,000,000
OBLIGATIONS UNDER CAPITAL LEASES........................................... 151,258 76,512
-----------------------------------
Total liabilities................................................... 5,803,228 4,843,367
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 2,000,000 shares
authorized and none issued and outstanding ......................... - -
Common stock, $.01 par value, 80,000,000 shares authorized,
54,442,273 and 54,382,273 shares issued and outstanding at
March 31, 2003 and December 31, 2002, respectively.................. 544,423 543,823
Additional paid-in capital.............................................. 37,602,255 37,594,875
Treasury Stock.......................................................... (12,504) (12,504)
Accumulated deficit..................................................... (35,020,525) (34,462,511)
-----------------------------------
Shareholder's equity.................................................... 3,113,649 3,663,683
-----------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................. $ 8,916,877 $ 8,507,050
===================================
The accompanying notes are an integral part of these financial statements.
3
SIMTEK CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the quarters ended March 31,
2003 2002
---- ----
NET SALES............................................ $ 3,935,129 $ 3,973,300
Cost of sales.................................. 2,486,870 2,554,718
-------------------------------
GROSS MARGIN......................................... 1,448,259 1,418,582
OPERATING EXPENSES:
Design, research and development................ 1,257,641 993,374
Administrative.................................. 271,877 208,220
Marketing....................................... 424,884 470,934
-------------------------------
Total Operating expenses.................... 1,954,402 1,672,528
-------------------------------
LOSS FROM OPERATIONS................................. (506,143) (253,946)
-------------------------------
OTHER INCOME (EXPENSE):
Interest income................................. 9,626 7,366
Interest expense................................ (61,047) (8,588)
Other expense, net.............................. (450) (460)
-------------------------------
Total other income (expense)................ (51,871) (1,682)
-------------------------------
NET LOSS BEFORE TAXES................................ (558,014) (255,628)
Provision for income taxes...................... - -
-------------------------------
NET LOSS............................................. $ (558,014) $ (255,628)
===============================
NET LOSS PER COMMON SHARE:
Basic and diluted EPS........................... $ (.01) $ (.00)
===============================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted............................... 54,489,217 54,069,329
===============================
The accompanying notes are an integral part of these financial statements.
4
SIMTEK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................ $ (558,014) $ (255,628)
Adjustments to reconcile net loss to net cash from
operating activities:
Depreciation and amortization.............................. 112,117 109,777
Amortization of deferred financing costs................... 4,149 -
Net change in allowance accounts........................... 15,849 (32,588)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable.................................... 214,921 (393,766)
Inventory.............................................. (173,673) (84,448)
Prepaid expenses and other ............................ 40,226 (21,439)
Increase (decrease) in:
Accounts payable....................................... 710,984 97,612
Accrued expenses....................................... 127,829 (17,918)
Deferred Revenue....................................... (500) 13,000
------------------------------------
Net cash provided by (used in) operating activities........... 493,888 (585,398)
------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and furniture.............................. (153,112) (101,073)
------------------------------------
Net cash used in investing activities......................... (153,112) (101,073)
------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable and lines of credit.................... - (6,243)
Payments on capital lease obligation............................. (32,711) (19,330)
Exercise of stock options........................................ 7,980 16,624
------------------------------------
Net cash used in financing activities......................... (24,731) (8,949)
------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................................... 316,045 (695,420)
------------------------------------
CASH AND CASH EQUIVALENTS, beginning of period........................ 3,127,732 2,075,704
------------------------------------
CASH AND CASH EQUIVALENTS, end of period.............................. $ 3,443,777 $ 1,380,284
====================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Purchase of equipment through payables and capital leases $ 144,160 $ -
====================================
The accompanying notes are an integral part of these financial statements.
5
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
The financial statements included herein are presented in accordance with
the requirements of Form 10-QSB and consequently do not include all of the
disclosures normally made in the registrant's annual Form 10-KSB filing. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in Simtek Corporation's Annual Report and Form 10-KSB
filed on March 24, 2003 for fiscal year 2002.
In the opinion of management, the unaudited financial statements reflect
all adjustments of a normal recurring nature necessary to present a fair
statement of the results of operations for the respective interim periods. The
year-end balance sheet data was derived from audited financial statements, but
does not include all disclosures required by generally accepted accounting
principles. Results of operations for the interim periods are not necessarily
indicative of the results of operations for the full fiscal year.
2. LINE OF CREDIT:
In April 2003, Simtek Corporation's ("Simtek" or the "Company") line of
credit automatically renewed in the amount of $250,000.
3. CONVERTIBLE DEBENTURES:
On July 1, 2002, the Company received $3,000,000 in a financing transaction
with Renaissance Capital of Dallas, Texas ("Renaissance"). The $3,000,000
funding consists of convertible debentures with a 7-year term at a 7.5% per
annum interest rate. The debentures are convertible at the option of the holder
into Simtek common stock at $0.312 per share, which was in excess of the market
price per share on July 1, 2002. Renaissance has exercised its right to appoint
one member to the Simtek Board of Directors. Mr. Robert Pearson was appointed to
Simtek's board of directors on July 25, 2002. At March 31, 2003, the Company
was in non-compliance of certain covenants set forth in the loan agreement. The
Company has received a waiver from Renaissance through October 1, 2003 with
respect to such covenants. The Company is attempting to reach compliance with
the stipulated covenant requirements by the end of the waiver period, but
cannot be sure that it will achieve such compliance. Therefore, the Company has
reclassified the note as a current liability as of March 31, 2003. The Company
has a long term relationship with Renaissance and believes that it will be able
to revise its current covenant requirements prior to October 1, 2003, whereby
the loan will not be called on this date. The Company, however, cannot provide
assurances that it will be able to meet its covenant requirements by October 1,
2003 or that such covenants will be revised.
4. GEOGRAPHIC CONCENTRATION:
Sales of our semiconductor products by location for the three months ended
March 31, 2003 and 2002 were as follows (as a percentage of semiconductor
product sales only):
2003 2002
---- ----
United States 54% 51%
Europe 10% 9%
Far East 29% 27%
All others 7% 13%
---- ----
100% 100%
==== ====
6
SIMTEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Transactions between reportable segments are recorded at cost.
Substantially all operating expenses are identified by segment. Substantially
all of the Company's assets are located in the United States of America.
Description Three Months Ended
March 31,
--------
2003 2002
---- ----
Net Sales:
Semiconductor Devices $ 3,424,583 $ 3,492,541
Government Contracts 510,546 480,759
----------------------------
Total $ 3,935,129 $ 3,973,300
============================
Net Loss:
Semiconductor Devices $ (519,689) $ (283,154)
Government Contracts (38,325) 27,526
----------------------------
Total $ (558,014) $ (255,628)
============================
March 31, 2003 March 31, 2002
-------------- --------------
Total Assets:
Semiconductor Devices $ 8,415,583 $ 6,405,435
Government Contracts 501,294 434,794
----------------------------
Total $ 8,916,877 6,840,229
============================
6. PRO FORMA STOCK-BASED COMPENSATION DISCLOSURE
The Company applies APB Opinion 25 and related interpretations in
accounting for its stock options which are granted to its employees.
Accordingly, no compensation cost has been recognized for grants of options to
employees since the exercise prices were not less than the market value of the
Company's common stock on the grant dates. Had compensation cost been determined
based on the fair value at the grant dates for awards under those plans
consistent with the method of SFAS No. 123, the Company's net loss and EPS would
have been reduced to the pro forma amounts indicated below.
Three Months Ended March 31,
2003 2002
---- ----
Net loss as reported $ (558,014) $ (255,628)
Add: stock based compensation included in reported
net loss - -
Deduct: Stock-based compensation cost under SFAS 123 (9,237) (16,295)
-------------------------------
Pro Forma net loss $ (567,251) $ (271,923)
===============================
Pro forma basic and diluted net loss per share:
Pro forma shares used in the calculation of pro forma
net loss per common share basic and diluted 54,489,217 54,069,329
Reported net loss per common share basic and diluted $ (.01) $ (.00)
Pro forma net loss per common share basic and diluted $ (.01) $ (.01)
7
SIMTEK CORPORATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------
OVERVIEW
Beginning in the fourth quarter 2001, the Company began to experience the
downturn that has been occurring in the global semiconductor industry since late
fourth quarter 2000, which gave rise to declining revenues in 2001 and 2002. The
Company has seen an increase in unit shipments in the first three months of 2003
as compared to the last three months of 2002. The majority of the increase was
for large production orders; which resulted in a decrease of average selling
prices. The Company's net revenue was $3,935,000 for the three months ended
March 31, 2003 essentially flat when compared with the $3,973,300 for the same
period in 2002. This decrease in revenue was primarily due to reduced average
selling prices.
The decline in revenue for the three months ended March 31, 2003 had a
slight impact on our profitability. This decline along with increased research
and development costs related to our 1 megabit product development accounted for
the increase in the loss for the three month period ended March 31, 2003 as
compared to the same period in 2002
RESULTS OF OPERATIONS:
REVENUES - SEMICONDUCTOR DEVICES.
The following table sets forth the company's net revenues for semiconductor
devices by product markets for the three months ended March 31, 2003 and 2002
(in thousands):
Three Months Ended
------------------
March 31,
---------
2003 2002 Variance
---- ---- --------
Commercial $ 2,595 $ 2,819 $ (224)
High-end industrial and
military 614 377 237
Logic products 216 297 (81)
------- ------- --------
Total Semiconductor
Revenue $ 3,425 $ 3,493 $ (68)
======= ======= ========
Commercial revenues decreased by $224,000 for the three months ended March
31, 2003 as compared to the three months ended March 31, 2002. The decrease was
primarily due to a depressed semiconductor market which resulted in lower
average selling prices.
High-end industrial and military product revenues accounted for an increase
of $237,000 for the three months ended March 31, 2003 as compared to the same
period in 2002. The increase was due to an increase in defense contracts.
Revenues from our logic products decreased by $81,000 for the three months
ended March 31, 2003 as compared to the same period in 2002. The decrease was
due to a reduction in demand for aging systems using our logic products as well
as increased pricing competition from programmable logic suppliers resulting
from the overall depressed semiconductor market.
8
SIMTEK CORPORATION
One distributor and one direct customers accounted for approximately 33% of
the Company's semiconductor devices product sales for the quarter ended March
31, 2003. Products sold to distributors are sold without significant recourse.
Distributors sell our products to various end customers. If one of these
distributors was to terminate its relationship with the Company, we believe that
there would not be a material impact on the Company's product sales.
COST OF SALES AND GROSS MARGIN - SEMICONDUCTOR DEVICES
The Company recorded cost of sales for semiconductor devices of $2,245,000
and $2,327,000 for the three months ended March 31, 2003 and 2002, respectively.
These costs reflect an approximate 1% improvement in gross margin percentages
for the three months ended March 31, 2003 as compared to the same period in
2002. Actual gross margin percentages for the three months ended March 31, 2003
and March 31, 2002 were 34% and 33% respectively. This increase was due
primarily to increased sales of high-end industrial and military products.
During the first three months of 2003, the Company purchased wafers built
on 0.8 micron technology from Chartered Semiconductor Manufacturing Plc.
("Chartered") of Singapore to support sales of its nonvolatile semiconductor
memory products. Sales of the Company's logic products were supported with 0.5
micron wafers purchased from United Microelectronics Corp. ("UMC") of Taiwan and
0.35 micron wafers purchased from Chartered.
In February 2003, the Company received notification from Chartered that
they will close their wafer fabrication facility #1 by March 2004. The memory
wafers the Company purchases from Chartered are manufactured in facility #1. The
Company and Chartered are in the process of transferring the manufacturing of
our memory wafers to Chartered's manufacturing facility #2. Facility #2 is newer
and more modern than facility #1, processing 8 inch wafers rather than the older
6 inch wafers processed in facility #1. Assuming the transfer can produce memory
wafers that meet the Company's specifications, the Company anticipates the
transfer to be completed in nine to twelve months. This would provide
uninterrupted supply of the Company's current 0.8 micron family of nonvolatile
Static Random Access memory products, and would have no material impact on its
ability to support our customers. If the Company and Chartered cannot complete
the transfer of manufacturing into facility #2 or if the Company cannot contract
with another supplier, this will have a material negative impact on our future
revenues and earnings.
United Microelectronics and Chartered provide silicon wafers for the
Company's programmed semiconductor logic products based on 0.5 micron and 0.35
micron product technology, respectively. In February 2003, the Company received
notification from United Microelectronics that they will be unable to supply us
with logic wafers after August 2003. The Company plans to support customers with
0.5 micron logic wafers manufactured at United Microelectronics through December
2003 by offering opportunities to purchase their life-time requirements for
these products with deliveries scheduled by the end of the year. After this
period, the Company does not plan to support sales of 0.5 micron logic products
to the market.
RESEARCH AND DEVELOPMENT - SEMICONDUCTOR DEVICES
The Company believes that continued investments into new product
development are required for us to remain competitive in the markets we serve.
Beginning in the fourth quarter 2001, the Company's research and development
department has been focusing its efforts on developing a 3 volt 256 kilobit
nonvolatile semiconductor memory and the installation of our process at Amkor
Technology for the development of a 1 megabit 3 volt nonvolatile semiconductor
memory. During the first quarter 2003, the Company continued to see increased
demand for its 3 volt 256 kilobit nonvolatile semiconductor memories.
Development of the 1 megabit 3 volt nonvolatile semiconductor memory is
continuing and the Company is anticipating samples by late in the second quarter
of 2003.
Total research and development expenses related to the semiconductor
portion of the Company's business were $1,070,000 for the three months ended
March 31, 2003 as compared to $860,000 for the same period in 2002.
9
SIMTEK CORPORATION
The $210,000 increase for the three month period was related to increases
in contract engineering services, payroll and payroll overhead costs of
$128,000, equipment leases, maintenance agreements for software and depreciation
of $116,000 and a reduction in miscellaneous other expenses of $34,000 which
were primarily related to reduced qualification costs and memory wafer
purchases. The primary increase in payroll costs is related to an increase in
employee headcount. Increased headcount and contract engineering services are
required in order to meet production schedules of our new products. Equipment
leases, maintenance agreements for software and depreciation are primarily
related to software licenses and hardware required to design our new products.
ADMINISTRATION - SEMICONDUCTOR DEVICES
Total administration expenses related to the semiconductor portion of the
Company's business were $225,000 for the three months ended March 31, 2003 as
compared to $179,000 for the same period in 2002.
The $46,000 increase was due primarily to an increase in professional
services, director's compensation, and an increase in payroll costs. Many of
these additions were implemented to ensure ongoing compliance with newly enacted
regulations resulting from the Sarbanes-Oxley Act.
MARKETING - SEMICONDUCTOR DEVICES
Total marketing expenses related to the semiconductor portion of the
Company's business were $354,000 for the three months ended March 31, 2003 as
compared to $409,000 for the same period in 2002.
The $55,000 decrease was due primarily to a reduction of payroll and
payroll overhead costs. The reduction of payroll and payroll overhead costs was
a direct result of reduced headcount.
TOTAL OTHER INCOME (EXPENSES) - SEMICONDUCTOR DEVICES
The increase in total other income (expense) of $50,000 for the three
months ended March 31, 2003 over the same period in 2002 was primarily due to an
increase in interest expense, offset by an increase in interest income, both of
which are a direct result of $3,000,000 funding the Company received on July 1,
2002.
NET LOSS - SEMICONDUCTOR DEVICES
The Company recorded a net loss of $520,000 and $283,000 for the three
months ended March 31, 2003 and 2002, respectively, for semiconductor devices.
The increase of $237,000 in due primarily to increased research and development
costs and administration costs related to new product development.
REVENUES - GOVERNMENT CONTRACTS
The following table sets forth the company's net revenues from its
government contracts portion of its business for the three months ended March
31, 2003 and 2002 (in thousands):
10
SIMTEK CORPORATION
Three Months Ended
------------------
March 31,
---------
2003 2002 Variance
---- ---- --------
Government Contracts $ 510 $ 480 $ 30
The increase of revenue for the three month period was the result of
increased direct labor costs and increased materials and services that were
invoiced against development contracts. Direct labor increased due to the
addition of employees.
COST OF SALES AND GROSS MARGIN - GOVERNMENT CONTRACTS
The cost of sales for the government contracts portion of the Company's
business were $242,000 and $228,000 for the three months ended March 31, 2003
and March 31, 2002. This was equivalent to gross margin percentages of 53% for
both periods.
RESEARCH AND DEVELOPMENT - GOVERNMENT CONTRACTS
Total research and development expenses related to the government contracts
portion of the Company's business were $188,000 and $133,000 for the three
months ended March 31, 2003 and 2002, respectively.
The $55,000 increase for the three month period was related to increases in
payroll and payroll related costs of $15,000 and equipment leases and
maintenance agreements for software of $38,000. The increase in payroll related
costs were due to increased training and increased headcount. The increase in
maintenance agreement costs was due to costs associated with bringing software
licenses up to date.
ADMINISTRATION - GOVERNMENT CONTRACTS
Total administration expenses related to the government contracts portion
of the Company's business were $47,000 and $29,000 for the three months ended
March 31, 2003 and 2002, respectively.
The $18,000 increase was due to the personnel from the Company's government
contract subsidiary not charging as many hours of service to the semiconductor
portion of the business.
MARKETING - GOVERNMENT CONTRACTS
Total marketing expenses related to the government contracts portion of the
Company's business were $71,000 and $62,000 for the three months ended March 31,
2003 and 2002, respectively.
The increase of $9,000 for the three month period was primarily due to an
increase in bid and proposal activities.
NET INCOME (LOSS) - GOVERNMENT CONTRACTS
The Company recorded a net loss of $38,000 and a net income of $27,000 for
the three months ended March 31, 2003 and 2002, respectively, for the government
contracts segment. The decrease in net income was due primarily to an increase
in research and development costs and an increase in indirect expenses for bid
and proposal activities.
11
SIMTEK CORPORATION
FUTURE RESULTS OF OPERATIONS
The Company's ability to be profitable will depend primarily on its ability
to continue reducing manufacturing costs and increasing net product sales by
increasing the availability of existing products, by the introduction of new
products and by expanding its customer base. The Company is also dependent on
the overall state of semiconductor industry and the demand for semiconductor
products by equipment manufacturers.
The Company is continuing its co-development program with Anam
Semiconductor to develop a semiconductor process module that combines the
Company's nonvolatile technology with Anam's advanced 0.25 micron digital CMOS
fabrication line. The module will incorporate silicon oxide nitride oxide
silicon ("SONOS") technology, which will be used to manufacture both high
density SONOS flash and nonvolatile static RAM memories, for stand alone and
embedded products. The Company's current schedule is to have samples of a 1
megabit 3.0 volt nonvolatile semiconductor memory available late in the second
quarter of 2003.
As of March 31, 2003, the Company had a backlog of unshipped customer
orders of approximately $1,734,000 expected to be filled by September 30, 2003.
Orders are cancelable without penalty at the option of the purchaser prior to 30
days before scheduled shipment and therefore are not necessarily a measure of
future product revenue.
In February 2003, the Company received notification from Chartered that
they will close their wafer fabrication facility #1 by March 2004. The memory
wafers the Company purchases from Chartered are manufactured in facility #1. The
Company and Chartered are in the process of transferring the manufacturing of
our memory wafers to Chartered's manufacturing facility #2. Facility #2 is newer
and more modern than facility #1, processing 8 inch wafers rather than the older
6 inch wafers processed in facility #1. Assuming the transfer can produce memory
wafers that meet the Company's specifications, the Company anticipates the
transfer to be completed in nine to twelve months. This would provide
uninterrupted supply of the Company's current 0.8 micron family of nonvolatile
Static Random Access memory products, and would have no material impact on its
ability to support their customers. If the Company and Chartered cannot complete
the transfer of manufacturing into facility #2 or if the Company cannot contract
with another supplier, this will have a material negative impact on our future
revenues and earnings.
United Microelectronics and Chartered provide silicon wafers for the
Company's programmed semiconductor logic products based on 0.5 micron and 0.35
micron product technology, respectively. In February 2003, the Company received
notification from United Microelectronics that they will be unable to supply us
with logic wafers after August 2003. The Company plans to support customers with
0.5 micron logic wafers manufactured at United Microelectronics through December
2003 by offering opportunities to purchase their life-time requirements for
these products with deliveries scheduled by the end of the year. After this
period, the Company does not plan to support sales of 0.5 micron logic products
to the market.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, the Company had net working capital of $5,172,301 as
compared to a net working capital of $3,487,182 as of March 31, 2002.
On July 1, 2002, the Company received funding of $3,000,000 in a financing
transaction with Renaissance. The $3,000,000 funding consists of convertible
debentures with a 7-year term at a 7.5% per annum interest rate. The debentures
are convertible at the option of the holder into Simtek common stock at $0.312
per share, which was in excess of the market price per share on July 1, 2002. At
March 31, 2003, the Company was in non-compliance of certain covenants set forth
in the loan agreement. The Company has received a waiver from Renaissance
through October 1, 2003 with respect to such covenants. The Company is
attempting to reach compliance with the stipulated covenant requirements by the
end of the waiver period, but cannot be sure that it will achieve such
compliance. Therefore, the Company has reclassified the note as a current
liability as of March 31, 2003. The Company has a long term relationship with
12
SIMTEK CORPORATION
Renaissance and believes that it will be able to revise its current covenant
requirements prior to October 1, 2003, whereby the loan will not be called on
this date. The Company, however, cannot provide assurances that it will be able
to meet its covenant requirements by October 1, 2003 or that such covenants will
be revised.
The change in cash flows for the three months ended March 31, 2003 provided
by operating activities was primarily a result of a net loss of $558,014, which
is offset by $112,117 in depreciation and amortization, decreases in accounts
receivable and prepaid expenses of $214,921 and $40,226, respectively and
increases in inventory, accounts payable and accrued expenses of $173,673,
$710,984 and $127,829, respectively. The decrease of $214,921 in accounts
receivable was directly related to certain customers paying invoices within the
Company's terms at the end of first quarter 2003. The increases in inventory of
$173,673 and accounts payable of $710,984 were primarily due to the timing of
raw materials received within the period and the timing of payments for standard
operating expenses. The increase in accrued expenses was due primarily to
increased vacation payable and accrued wages. These increases have occurred due
to certain employees foregoing their vacation time until later in 2003. The
change in cash flows used in investing activities of $153,112 was primarily due
to the purchase of equipment required to test our memory wafers received from
Anam Semiconductor and software acquired for research and development
activities. The cash flows used in financing activities of $24,731 were due
primarily to payments on a capital lease obligation.
Cash flows used in operating activities for the three months ended March
31, 2002 used in operating activities resulted primarily from a net loss of
$255,628, which was offset by $109,777 in depreciation and amortization, a
decrease of $21,439 in prepaid expenses and other, a decrease in accrued
expenses of $17,918 and an increase in deferred revenue of $13,000. Increases in
inventory of $84,448 and accounts payable of $97,612, were related to increased
inventory levels, and the $393,766 increase in accounts receivable and $32,588
change in allowance accounts were due to increased sales in March 2002. Cash
flows used in investing activities of $101,073 was primarily the result of the
purchase of equipment required to manufacture our semiconductor devices at
Chartered and UMC and hardware and software required for research and
development activities. The cash flows provided by financing activities were due
primarily to payments on notes payable and a capital lease obligation and the
exercise of stock options by employees of the Company.
ACCOUNTING STATEMENTS
In October 2001, the FASB also approved SFAS 144, Accounting for the
Impairment or Disposal of Long- Lived Assets. SFAS 144 replaces SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of. The new accounting model for long-lived assets to be disposed of
by sale applies to all long- lived assets, including discontinued operations,
and replaces the provisions of APB Opinion No. 30, Reporting Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, for the
disposal of segments of a business. Statement 144 requires that those long-lived
assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred.
Statement 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from the
rest of the entity and that will be eliminated from the ongoing operations of
the entity in a disposal transaction. The provisions of Statement 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001 and, generally, are to be applied prospectively. At this time,
we do not believe adoption of this standard will have a material effect on our
financial statements.
In April 2002, the FASB approved for issuance Statements of Financial
Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
previous accounting guidance, which required all gains and losses from
extinguishment of debt be classified as an extraordinary item. Under SFAS 145
classification of debt extinguishment depends on the facts and circumstances of
the transaction. SFAS 145 is effective for fiscal years beginning after May 15,
2002 and adoption is not expected to have a material effect on the Company's
financial position or results of its operations.
13
SIMTEK CORPORATION
In July 2002, the FASB issued Statements of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
(SFAS 146). SFAS 146 requires companies to recognize costs associated with exit
or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by SFAS 146
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal activity. SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results of its operations.
In December 2002, the FASB issued Statements of Financial Accounting
Standards No.148, "Accounting for Stock-Based compensation - Transition and
Disclosure - an amendment of FASB Statement 123" (SFAS 123). For entities that
change their accounting for stock-based compensation from the intrinsic method
to the fair value method under SFAS 123, the fair value method is to be applied
prospectively to those awards granted after the beginning of the period of
adoption (the prospective method). The amendment permits two additional
transition methods for adoption of the fair value method. In addition to the
prospective method, the entity can choose to either (i) restate all periods
presented (retroactive restatement method) or (ii) recognize compensation cost
from the beginning of the fiscal year of adoption as if the fair value method
had been used to account for awards (modified prospective method). For fiscal
years beginning December 15, 2003, the prospective method will no longer be
allowed. The Company currently accounts for its stock-based compensation using
the intrinsic value method as prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and plans on continuing using
this method to account for stock options , therefore, it does not intend to
adopt the transition requirements as specified in SFAS 148. The Company has
adopted the new disclosure requirements of SFAS 148 in these financial
statements.
14
SIMTEK CORPORATION
ITEM 3: CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Douglas Mitchell, who serves as the Company's chief executive officer and chief
financial officer (acting), after evaluating the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c) as of a date within 90 days of the filing date of the quarterly
report (the "Evaluation Date") concluded that as of the Evaluation Date, the
Company's disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company and its consolidated
subsidiaries would be made known to them by individuals within those entities,
particularly during the period in which this quarterly report was being
prepared.
(b) Changes in internal controls.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the Company's disclosure controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such disclosure controls and procedures requiring
corrective actions. As a result, no corrective actions were taken.
15
SIMTEK CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings -None
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Matters Submitted to a Vote of Securities Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - 99.1 Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley ACT of 2002
(b) Reports on Form 8-K - Form 8-K filed March 27, 2003 - Press
Release "Simtek Reports 2002 Fourth Quarter and Year End Financial Results"
16
SIMTEK CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIMTEK CORPORATION
(Registrant)
May 14, 2003 By /s/Douglas Mitchell
----------------------------------------
DOUGLAS MITCHELL
Chief Executive Officer, President
And Chief Financial Officer (acting)
17
SIMTEK CORPORATION
CERTIFICATIONS
I, Douglas Mitchell, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Simtek Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly date (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or person performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003
/s/Douglas Mitchell
----------------------------------------
Douglas Mitchell
Chief Executive Officer, President and
Chief Financial Officer (acting)
18